Carly Holdings (ASX:CL8) signed a non-binding agreement to merge its Carly car subscription business with Carbar Holdings in exchange for around AU$3.8 million in cash and shares, before working capital adjustments and other completion adjustments, according to a Friday Australian bourse filing.

The firm plans to sell all of the shares in Carly's operating entities, Carly Car Subscription, OneX Operations, and ElevenX Operations.

The consideration consists of around AU$160,000 in cash and around AU$3.64 million worth of fully paid ordinary shares of Carbar.

Following the completion of the sale, Carly will hold shares in Carbar which will be the head company of the merged group.

Carbar will also assume the asset finance facilities of OneX and ElevenX, which were around AU$6.9 million and AU$1.2 million, respectively, as of Dec. 31, 2024.

Carly plans on using the cash consideration towards supporting its operations while it identifies additional opportunities.

Carly will also seek shareholders' approval to change its name to CL8 Holdings, subject to completion of the deal.